SECURITIES  AND  EXCHANGE  COMMISSION
                              WASHINGTON,  D.C.    20549
                                     FORM  10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
     EXCHANGE ACT  OF 1934 FOR THE FISCAL  YEAR  ENDED  JULY  31,  1996  
     [FEE REQUIRED]
[  ] TRANSITION  REPORT  UNDER  SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT  OF  1934  [NO  FEE  REQUIRED]

                          Commission File No. 2-67096

                                   TRI-VALLEY CORPORATION
                     ------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

             Delaware                                         84-061743
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(State  or  Other Jurisdiction of Incorporation or        (I.R.S. Employer
           Organization)                               Identification  Number)

         230 South Montclair Street, Suite 101, Bakersfield, California 93309
 ----------------------------------------------------------------------------
                   (Address of Principal Executive Offices)
Registrant's  Telephone  Number  Including  Area  Code:    (805)  837-9300
Securities  Registered  Pursuant  to  Section  12(b)  of  the  Act:       None
Securities  Registered  Pursuant  to  Section  12(g)  of  the  Act:

         Title  of Each Class        Name of Each Exchange on Which Registered
         --------------------        -----------------------------------------
              Common                        Electronic Bulletin  Board  Nasdaq
                         $0.01 Par Value Common Stock
                         ----------------------------
                               (Title of Class)

Indicate  by  check  mark  whether  the  registrant  (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or for such shorter period that the
registrant  was  required  to  file such reports), and (2) has been subject to
such  filing  requirement  for  the  past  90  days.      Yes      X  No
                                                     -----       -----

Check  if  there is no disclosure of delinquent filers in response to Item 405
of  Regulation S-K contained in this Form, and no disclosure will be contained
to  the best of the registrant's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in  Part  III  of  this Form 10-K, if
applicable,  or  any  amendment  to  this  Form  10-K.  
                                                             X    
                                                            --- 

Indicate  by  check  mark  whether  the Registrant has filed all documents and
reports  required  to  be  filed  by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed  by  the  Court.     Yes      No
                          ----     ----
As  of  July  31,  1996,  8,027,248 common shares were outstanding (14,102,473
issued  and  outstanding  as of midnight December 26, 1996), and the aggregate
market  value  of  the  common  shares  of  Tri-Valley  Corporation  held  by
non-affiliates  was  approximately  $1,406,250.

Documents  incorporated  by  reference:      None
The  total  number  of  pages  in  this  Form  10-K  are  63.
The  Index  of  Exhibits  included  in  this  Form 10-K is located at page 59.




<PAGE>
                            TRI-VALLEY CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                         JULY 31, 1996, 1995 AND 1994



NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
            ----------------------------------------------

This  summary  of significant accounting policies of Tri-Valley Corporation is
presented  to  assist in understanding the Company's financial statements. The
financial  statements  and  notes  are  representations  of  the  Company's
management,  which  is responsible for their integrity and objectivity.  These
accounting  policies  conform  to generally accepted accounting principles and
have been consistently applied in the preparation of the financial statements.

Business  Combinations
----------------------

The  information  contained in the financial statements and accompanying notes
is  that  of  Tri-Valley  Corporation  with  which  the  subsidiary  company
(Tri-Valley  Oil  &  Gas  Co.)  has  been  consolidated.

Chapter  11  Reorganization
---------------------------

On  January  30,  1996,  Tri-Valley  Corporation  ("TVC") and its wholly owned
subsidiary,  Tri-Valley  Oil  & Gas Co. ("TVOG"), filed voluntary petitions in
the  United  States  Bankruptcy Court (the "Bankruptcy Court") for the Eastern
District  of  California sitting in Fresno seeking to reorganize under Chapter
11  of  the Federal Bankruptcy Code (the "Code").  The Chapter 11 cases of TVC
and  TVOG were substantially consolidated under TVC, and TVC continues to file
consolidated  tax  and  SEC  reports.

During  the  process  of  developing a Plan, management was able to infuse the
Company  with  capital  from  new  investors  and  increased  production.  The
Company,  citing  the  influx  of capital, filed a motion to be dismissed from
bankruptcy.    On November 1, 1996, the court granted the motion and dismissed
the  case.    Prior  to  this  dismissal,  the  Company  operated  as    a
debtor-in-possession  under Chapter 11 of the Federal Bankruptcy Code.  During
this  period,    all  Company  obligations  were subject to compromise.  These
financial  statements,  however,  do  not reflect any adjustment or disclosure
since  no  plan  of  reorganization was actually filed and/or confirmed by the
Bankruptcy  Court,  and all major obligations which were subject to compromise
were,  subsequent  to  year  end,  paid  100  cents  on  the  dollar.

<PAGE>
                                  SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the Registrant has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

January 17,  1997          By:
                                                   F.  Lynn  Blystone
                                                   President,  Chief Executive
                                                   Officer  and Director

Pursuant  to  the  requirements  of  the Securities Exchange Act of 1934, this
Report  has  been  signed  below  by  the  following  persons on behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  included:



January 17,  1997          By:
                                                   Dennis  P.  Lockhart,
                                                   Director


January 17,  1997          By:
                                                   Terrance  L.  Stringer,
                                                   Director


January 17,  1997          By:
                                                   Milton J. Carlson,
                                                   Director


January 17,  1997          By:
                                                   Earl H. Beistline,
                                                   Director


January 17,  1997          By:
                                                   Loren  Miller, 
                                                   Director